Humana Inc. (NYSE:HUM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On December14, 2017, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) amended and restated further the Company’s Amended and Restated Bylaws (the “Bylaws”) to implement proxy access, effective immediately. Following a majority shareholder vote on a proxy access proposal at the Company’s 2017 Annual Meeting of Shareholders, the Company discussed potential proxy access bylaw provisions with certain shareholders. Through this engagement, the Company gained valuable feedback from its shareholders regarding specific terms that they view as appropriate for proxy access, allowing the Board to implement terms which it believes will provide meaningful proxy access for shareholders while limiting the potential for abuse and advancing the long-term interests of the Company and its shareholders.
The Bylaws include a new Article II, Section2.6 that permits a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the shareholders and nominees satisfy the requirements specified in the Bylaws.
The Bylaws also contain conforming, clarifying, and updating changes to Article I, Section1.10 related to the procedures for nominations of persons for election to the Board at annual and special meetings of stockholders.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3(b).
| Item 5.03 | Financial Statements and Exhibits. |
(b)Exhibits:
HUMANA INC ExhibitEX-3.(B) 2 d508549dex3b.htm EX-3.(B) EX-3.(B) Exhibit 3(b) Restated November 12,…To view the full exhibit click here
About Humana Inc. (NYSE:HUM)
Humana Inc. is a health and well-being company. The Company’s segments include Retail, Group, Healthcare Services and Other Businesses. The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products. The Group segment consists of employer group commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only products. The Healthcare Services segment includes services, such as pharmacy solutions, provider services, home-based services and clinical programs, as well as services and capabilities to advance population health. The Other Businesses segment includes its closed-block long-term care insurance policies.